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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON,
D.C. 20549
 
FORM 10-K
 
[X] ANNUAL REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
For the Fiscal Year Ended March 31, 2024
 
OR
 
[ ] TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
 
For the transition period
from N/A to N/A
 
Commission File Number : 000-53230
 

 
REGENEREX PHARMA, INC.
(Exact name of registrant as
specified in its charter)
 



Nevada
 
98-0479983 


State of Incorporation
 
IRS Employer
  Identification No.



 
5348 Vegas Drive #177
 Las Vegas, Nevada 89108
 (Address of principal executive offices)
 
877-761-7479
 (Issuer’s telephone number)
 
Securities registered under
Section 12(b) of the Exchange Act:
None
 
Securities registered under
Section 12(g) of the Exchange Act:
Common Stock, $0.001 par value per share
(Title of Class)
 
Indicate by check mark if
the registrant is a well-known seasoned issuer, as defined in Rule 405 of the
Securities Act. [  ] Yes [X] No
 
Indicate by check mark if
the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the Act. [  ] Yes [X] No



 



 

Indicate by check mark
whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing requirements for the
past 90 days. Yes [X] No [  ]
 
Indicate by check mark
whether the registrant has submitted electronically and posted on its corporate
website, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). Yes [X] No [  ]
 
Indicate by check mark if
disclosure of delinquent filers pursuant to Item 405 of Regulation S-K
(§229.405 of this chapter) is not contained herein, and will not be contained,
to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [  ]
 
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer, a smaller reporting company, or an emerging growth
company. See definitions of “large accelerated filer”, “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the
Exchange Act. (Check one):
 



Large
  accelerated filer
[  ]
Accelerated
  filer
[  ]


Non-Accelerated filer
[  ]
Small
  reporting company
[X]


 
 
Emerging
  growth company
[X]



 
If an emerging growth company,
indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
[ ]
 
Indicate by check mark whether the registrant has filed a report on and attestation to its
management’s assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. [ ]
 
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark
whether the financial statements of the registrant included in the filing reflect the correction of an
error to previously issued financial statements. [ ]
 
Indicate by check mark whether any of those error corrections are restatements that required
a recovery analysis of incentive-based compensation received by any of the registrant's executive
officers during the relevant recovery period pursuant to §240.10D-1(b). [ ] 
 
Indicate by check mark
whether the registrant is a shell company (as defined in Rule 12b–2 of the
Exchange Act). Yes [ ] No [X]
 
There is no aggregate market
value of voting stock held by non-affiliates of the registrant as of the close
of business on March 31, 2024, the last business day of the registrant’s most
recently completed fiscal year, as the registrant’s shares of common stock are
not quoted on a national exchange.
 
Number of shares outstanding
of the registrant’s common stock as of June 24, 2024: 278,225,910. 



 
2
 






 




 

 
 
REGENEREX PHARMA, INC
(FORMERLY PEPTIDE
TECHNOLOGIES, INC.)
FORM 10-K ANNUAL REPORT
FOR THE FISCAL YEARS ENDED
MARCH 31, 2024 AND 2023
TABLE OF CONTENTS
 



ITEM 1.
BUSINESS
6


 
 
 


ITEM 1A.
RISK FACTORS
10


 
 
 


ITEM 1B.
UNRESOLVED STAFF COMMENTS
13


 
 
 


ITEM 1C.
CYBERSECURITY
13


 
 
 


ITEM 2.
PROPERTIES
13


 
 
 


ITEM 3.
LEGAL PROCEEDINGS
14


 
 
 


ITEM 4.
MINING   SAFETY DISCLOSURES
14


 
 
 


PART II
 
 


 
 
 


ITEM 5.
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED   STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
15


 
 
 


ITEM 6.
SELECTED FINANCIAL DATA
15


 
 
 


ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL   CONDITION AND RESULTS OF OPERATIONS
15


 
 
 


ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT   MARKET RISK
18


 
 
 


ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
19


 
 
 


ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON   ACCOUNTING AND FINANCIAL DISCLOSURE
36


 
 
 


ITEM 9A.
CONTROLS AND PROCEDURES
36


 
 
 


ITEM 9B.
OTHER INFORMATION
37


 
 
 


PART III
 
 


 
 
 


ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE   GOVERNANCE
37


 
 
 


ITEM 11.
EXECUTIVE COMPENSATION
38


 
 
 


ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND   MANAGEMENT AND RELATED STOCKHOLDER MATTERS
39


 
 
 


ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND   DIRECTOR INDEPENDENCE
39


 
 
 


ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
40






 
3
 






 




  



PART IV
 
 


 
 
 


ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
41


 
 
 


 
SIGNATURES
42


 
 
 


 
CERTIFICATIONS
 


 
 
 


 
Exhibit 31 – Management
  certifications
 


 
 
 


 
Exhibit 32 – Sarbanes-Oxley
  Act
 



 



 
4
 






 




 
Special Note Regarding
Forward-Looking Statements
 
Some of our statements under
“Business,” “Properties,” “Legal Proceedings,” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations,” the Notes to
Financial Statements and elsewhere in this report constitute “forward-looking
statements” within the meaning of Section 27A of the Securities Act of 1933
(the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934
(the “Exchange Act”). In some cases, forward-looking statements are identified
by terminology such as “may,” “will,” “should,” “could,” “would,” “expects,”
“plans,” “intends,” “anticipates,” “believes,” “estimates,” “approximates,”
“predicts,” “potential” or “continue” or the negative of such terms and other
comparable terminology.
 
Although we believe that the
expectations reflected in these forward-looking statements are reasonable, it
cannot guarantee future results, levels of activity, performance or
achievements. Moreover, neither we nor anyone else assumes responsibility for
the accuracy and completeness of such statements and is under no duty to update
any of the forward-looking statements
after the date of this report.
 
Our
business and our forward-looking statements involve substantial known and
unknown risks and uncertainties, including the risks and uncertainties inherent
in our statements regarding:
 



 
•
our ability to add new customers.






 
•
the impacts of COVID-19, or other future pandemics on our
business, results of operations, financial position and cash flows.






 
•
the potential benefits of and our ability to maintain our
relationships and establish or maintain future collaborations or strategic
relationships or obtain additional funding.






 
•
our marketing capabilities and strategy.






 
•
our ability to maintain a cost-effective program.






 
•
our ability to retain the continued service of our key
professionals and to identify, hire and retain additional qualified
professionals.






 
•
our competitive position, and developments and projections
relating to our competitors and our industry.






 
•
our estimates regarding expenses, future revenue, capital
requirements and needs for additional financing; and






 
•
the impact of laws and regulations.



 
All
of our forward-looking statements are as of the date of this Annual Report on
Form 10-K. In each case, actual results may differ materially from such
forward-looking information. We can give no assurance that such expectations or
forward-looking statements will prove to be correct. An occurrence of, or any
material adverse change in, one or more of the risk factors or risks and
uncertainties referred to in this Annual Report on Form 10-K or included in our
other public disclosures or our other periodic reports or other documents or
filings filed with or furnished to the U.S. Securities and Exchange Commission
(the “SEC”) could materially and adversely affect our business, prospects,
financial condition and results of operations. Except as required by law, we do
not undertake or plan to update or revise any such forward-looking statements
to reflect actual results, changes in plans, assumptions, estimates or
projections or other circumstances affecting such forward-looking statements
occurring after the date of this Annual Report on Form 10-K, even if such
results, changes or circumstances make it clear that any forward-looking
information will not be realized. Any public statements or disclosures by us
following this Annual Report on Form 10-K that modify or impact any of the
forward-looking statements contained in this Annual Report on Form 10-K will be
deemed to modify or supersede such statements in this Annual Report on Form
10-K.
 



 
5
 






 




 
 
PART I
ITEM 1.  BUSINESS.
 
Business of Issuer
 
The business of Regenerex Pharma, Inc., (the “Company” or
“Regenerex Pharma,”), is to develop and market Woundcare Healing products.  The Company has three technologies for different types of wound
conditions:
 



 
•
The first is for closing chronic wounds,






 
•
the second is for accelerating closure of acute or surgical wounds, and






 
•
the third solves the issue on contamination of all types of wounds including the destruction of biofilms.



 
The
current product technology provides the Company with a number of
complete wound care protocols to treat
all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical
wounds.  These unique products strategically position
the Company to enter and capture a high proportionate market share in the U.S.
and global markets.
 
Products:
 



 
1.
Xcellderma OTC - Liquid Bandage Skin Protectant Xcellderma™ products are sterile wound dressings and are effective for treating diabetic foot ulcers, pressure ulcers, and other chronic wounds. During the last several years, a scientific and medical consensus has emerged that elevated protease levels impede wound healing. QBx™ the active ingredient down regulates the production of certain proteases and matrix metalloproteases, or MMPs, which are protein enzymes that are proven to impede the healing of a majority of chronic wounds. Approximately 80% of chronic wounds display elevated levels of proteases (including MMPs).



 



 
2.
Accelerex Sterile Wound Cream - The first commercially available medical device, Accelerex, is for the treatment of a wide variety of chronic and acute wounds. Accelerex is a custom-designed, FDA and CE approved unit-dose, sterile wound dressing impregnated with an ointment containing QBx. Chronic wounds are generally defined as wounds that have not healed after thirty days of consistent clinical treatment, and include diabetic ulcers, burns, pressure ulcers (bedsores), and venous stasis ulcers. The Company’s broadly enabling technology was discovered from oak bark extract and referred to as QBx™.



 



 
3.
Accelerex Impregnated Sterile Wound Dressing - For use as a wound dressing to manage pressure ulcers (stages I-IV), stasis ulcers, diabetic skin ulcers, skin irritations, cuts, and abrasions. FDA-cleared, prescription-only combination device that blends the benefits of a wound dressing with two drug components. Provides three modes of action to help treat acute and chronic wounds: Protective dressing, moisturizing ointment and two drug components: rubidium chloride and potassium chloride.



 



 
4.
Regenerex System has been shown in many clinical trials to successfully close up to 95% of non-responding chronic wounds within 90 days. The wounds clinically tested had already been subject to current protocols of treatment and failed to heal. Competitive clinical trials indicated there isn’t another System that has the ability to close chronic wounds at these levels and speed. Not only does the System close chronic wounds relatively quickly but it does so at a very reasonable cost.



 
QBx™ contributes to setting up a suitable environment to allow wounds
to close.  Other than the products marketed by the Company, there are
no products currently available on the market that are successful in healing
chronic, non-healing wounds through the down regulation of proteases.  Other modern
wound dressings such as hydrocolloids and collagens absorb wound fluids, but
these dressings do not impact the cellular environment with simple gauze and
gauze-like dressings to cover and protect the wound.
 
Our QBx™ technology is the most efficacious, and
clinically proven Chronic wound Care product in the world. Chronic wounds are those that fail to progress through a normal, orderly,
and timely sequence of repair. They are not only characterized by delayed healing
for weeks, months, or even years, but also by a resistance to treatment with
conventional dressings and therapies. They impart a particularly devastating
financial and quality-of-life burden on individuals suffering from the wounds
and are frustrating for the caregivers and clinicians who attempt to manage,
but fail to heal, these wounds.



 
6
 






 




 

Non-healing chronic wounds are thought to be a
consequence of factors that affect both the production of new tissue and the
elevated destruction of existing tissue. Biochemically, these wounds appear to
be stuck in a catabolic, inflammatory phase that is hostile to local growth
factors and the activity of fibroblasts and keratinocytes.  Increases in matrix metalloproteinases (MMPs)
MMP-2 and MMP-9 are of significance in non-healing chronic wounds.
 
MMPs are a group of zinc-containing proteolytic
enzymes that play an important role in the remodeling of the extracellular
matrix of wounds.  An overproduction of
MMPs may result in degradation of the extracellular matrix and inactivation of
vital growth factors.  A precisely
orchestrated balance of MMP production and their natural inhibitors (TIMPs) is
needed.
 
Additionally, it is theorized that wounds stuck
in the inflammatory phase persistently overproduce free radicals or reactive
oxygen species (ROS).  At low
concentration and early in the inflammatory phase of wound healing, ROS such as
hydrogen peroxide (H2O2), have a positive effect on healing through stimulation
of fibroblast proliferation. However, persistent overproduction of ROS is
thought to be detrimental to healing.  A
new treatment strategy has emerged focused upon manipulating the expression of
genes which control the endogenous production of MMPs and TIMPs within the
local wound environment.  Contrary to
modalities designed to sequester MMPs and/or act as a competitive substrate for
protease activity, this technology strategy relies on delivery of metal ions
into the wound to help regulate gene expression for the production of MMPs and
TIMPs, thus bringing them into balance. These metal ions are delivered via a
polyethylene glycol based, QBx™ ointment, which also contains citric acid to
help normalize wound pH and reduce ROS activity. The QBx™ ointment is delivered
via a tube or an acetylated regenerated cellulose carrier which allows for the
passage of wound drainage and is non-fiber shedding. The entire composition is
marketed as our primary wound dressing called Accelerex™.
 
Approximately 80% of chronic wounds display elevated levels of MMPs. Traditionally, however, these
wounds have been managed with simple gauze and gauze-like dressings to cover
and protect the wound.  Other modern
wound dressings such as hydrocolloids and collagens absorb wound fluids, but
these dressings do not impact the cellular environment. This void in the
treatment regimen offers a unique market advantage. QBx™ contributes to
creating a suitable environment to allow wounds to close.  These formularies are based
on Proteases Down Regulating Technology and provide the System for a
comprehensive suite of wound care products
focused on the treatment of chronic wounds.
 
Chronic wounds impose
significant costs to the US economy. 
Chronic wounds are a growing issue in the United States, causing immense
patient pain and suffering as well as substantial economic and social
cost.  Although precise information on
the prevalence of chronic wounds in the US is unavailable, it is estimated
that, as of 2021, there were more than 8.3 million Americans suffering from
chronic wounds.  Chronic wounds are
generally defined as wounds that have not healed after ninety days of
consistent clinical treatment, and include diabetic foot ulcers, pressure
ulcers (bedsores), and venous stasis ulcers, however this does not include
acute wounds.
 
The most common chronic
wounds are diabetic foot ulcers and pressure ulcers.  The increasing number of Americans with
diabetes and obesity we well as the aging population will likely cause the
number of individuals with chronic wounds to continue to rise.  In addition to the immeasurable human
benefits of improving treatment outcomes, there would be substantial economic
effect.  The costs of medical treatment
could be expected to decrease, and, as patients are able to return to work sooner,
productivity would increase.



 
7
 






 




 

Due to the staggering costs associated with chronic
wounds in the US, the Affordable Healthcare Act (AHA) is changing how the
entire wound care system is reimbursed in the US. Now all four markets
segments: hospital, nursing homes, home health, and general wound care clinics
are all on paid on a “pay for performance basis.”  These cost pressures in the healthcare system
are a major issue in the wound care market, with the US government and payors
seeking new approaches that address cost constraints and product performance.  Home health is now paid on a “diagnostic
code” for the wound in single payments removing the risk from the Payee to the
Payer.  The Company’s first markets will
be those segments that are totally “at risk” for single payments to close the
wounds.  Today, the fastest growing
segment in the US wound market is Home Health and Nursing Homes due to the
aging population.
 
The Company has
purchased proprietary wound care formulations, and has entered into an
agreement, dated June 10, 2023, with Woundcare Labs, LLC to lease a plant and
equipment in Tennessee.  We expect to
launch our sales initiative during the Company’s second quarter of our fiscal
year ending March 31, 2025.
 
Currently, management is engaged in developing
managed care agreements with southeastern states to manage their Medicaid wound
care patients. Regenerex would provide our wound care products and protocols
which would result in a large savings for the state Medicaid population. The
Company is also in the process of negotiating with several distributors in
various Middle Eastern countries to provide the Company's products. The Company
has engaged into an agreement as of June 11, 2023, in the amount of $45,000,
with First Forte Consultancy in the UAE to assist in meetings and road shows, introducing
potential clients for distribution of the companies wound care product. $22,500
was paid June 15, 2023, and the balance of $22,500 is to be paid after the road
shows and meetings are completed, in the Company’s fourth quarter of the fiscal
year ending March 31, 2025.
 
Employees
 
The Company does not
currently have any employees other than the Directors and Officers who are
responsible for strategic planning, sales and development, as well as some
operational duties.
 
Facilities and Properties
 
The Company
does not own its own facilities and is presently renting an identity office at
5348 Vegas Drive #177, Las Vegas, Nevada 89108.
 
Manufacturing and Materials
 
The Company does not
own a manufacturing facility.  It has
active lease arrangements for production equipment and production facilities that
expires June 30, 2028.
 
Marketing and Distribution
 
Currently management is engaged in developing
managed care agreements with southeastern states to manage their Medicaid wound
care patients. Regenerex would provide our wound care products and protocols
which would result in a large savings for the state Medicaid population. The
Company is also in the process of negotiating with several distributors in
various Middle Eastern countries to provide the Company's products. We
expect to generate revenue from home care service providers that are funded by
the U.S. Government, State Medicaid Programs, International Health Care
Programs, Veteran’s administration, Prison system, Home Health Care Providers,
and other applicable Medicare reimbursement models.



 
8
 






 




 

Competition
 
QBx™ contributes to setting up a suitable
environment to allow wounds to close.  Other than the products
marketed by the Company, there are no products currently available on the
market that are successful in healing chronic, non-healing wounds through the
down regulation of proteases.  Other modern wound dressings such as hydrocolloids and
collagens absorb wound fluids, but these dressings do not impact the cellular
environment with simple gauze and gauze-like dressings to cover and protect the
wound.
 
Trademarks, Patents and Copyright
 
We have been granted trademark rights and patent
rights for the company Wound Care Platform. 
These trademarks and Patent have been approved by the United States
Patent and Trademark Office. 
 
The Company secured the domain name regenerexpharmainc.com when building the website.  The Company has now also secured the domain
name regenerexpharma.com 
 
Government Regulation
 
Our products are subject to
regulation by the Food and Drug Administration and the Federal Trade Commission
in the United States, as well as by various other federal, state, local and
international regulatory authorities and the regulatory authorities in the
countries in which our products are sold. Such regulations principally relate to the
ingredients, manufacturing, labeling, packaging, marketing, advertising,
shipment, disposal and safety of our products.
 
WHERE YOU CAN FIND MORE
INFORMATION
 
You are advised to read this
Form 10-K in conjunction with other reports and documents that we file from
time to time with the SEC. In particular, please read our Quarterly Reports on
Form 10-Q and Current Reports on Form 8-K that we file from time to time. You
may obtain copies of these reports directly from us or from the SEC at the
SEC’s Public Reference Room at 100 F. Street, N.E. Washington, D.C. 20549, and
you may obtain information about obtaining access to the Reference Room by
calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains information
for electronic filers at its website http://www.sec.gov.



 
9
 






 




 

ITEM 1A.  RISK FACTORS.
 
The Company will face competition from existing consumer product
companies.
 
We are an “emerging growth
company” and we cannot be certain if the reduced disclosure requirements
applicable to emerging growth companies will make our shares of common stock
less attractive to investors.
 
We are an “emerging growth
company,” as defined in the JOBS Act. We will remain an “emerging growth
company” for up to five years, following an IPO, or sale of the Company’s
securities under a registration statement. 
However, if our non-convertible debt issued within a three-year period
or revenues exceeds $1.07 billion, or the market value of our shares of common
stock that are held by non-affiliates exceeds $700 million on the last day of
the second fiscal quarter of any given fiscal year, we would cease to be an
emerging growth company as of the following fiscal year. As an emerging growth
company, we are not required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act, we have reduced
disclosure obligations regarding executive compensation in our periodic reports
and proxy statements and we are exempt from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved. Additionally, as an
emerging growth company, we have elected to delay the adoption of new or
revised accounting standards that have different effective dates for public and
private companies until those standards apply to private companies. As such,
our financial statements may not be comparable to companies that comply with
public company effective dates. We cannot predict if investors will find our
shares of common stock less attractive because we may rely on these provisions.
If some investors find our shares of common stock less attractive as a result,
there may be a less active trading market for our shares and our share price
may be more volatile.
 
The Company has a lack of revenue history and has had a limited history
of operations.
 
The Company was formed on
November 18, 2005, for the purpose of engaging in any lawful business and had
adopted a plan to engage in the sale of artwork over the internet.  The Company had minimal revenues.  On July 29, 2010, the Company changed its
name from Online Originals, Inc. to CREENERGY Corporation.  The name change was intended to convey a sense
of the Company's new business focus as it looked to pursue other
opportunities.  Specifically, the Company
intended to obtain leases for the exploration and production of oil and gas in
northern Alberta, Canada.  The Company
was unable to identify any prospects or enter into any leases or agreements.
 
On August 23, 2011, the
Company entered into an Asset Purchase Agreement to acquire intangible assets
and intellectual property known as the Peptide Technology Platform.  The Peptide Technology Platform included the
technology platforms for developing a variety of drug candidates and biological
solutions for existing problems in humans, animals, and the environment.  Effective October 12, 2011, the Company
changed its name to Peptide Technologies, Inc.
 
Effective January 10, 2017,
the Company changed its name to Eternelle Skincare Products Inc. to better
convey the Company’s new business focus of developing and marketing skincare
products.
 
Effective February
28, 2018, the Company changed its name back to Peptide Technologies, Inc. to
better convey the broader potential of the Company.
 
On November 15, 2021,
the Company entered into an Asset Purchase Agreement in which the Company
purchased certain intellectual property in exchange for 150,000,000 shares of
the Company’s common stock and up to $10,000,000 in contingent consideration to
be paid at the rate of 15% of all gross revenues received from sales or
investment money into the Company, payable on the 15th of the
following month, for a period of 60 months. On August 17, 2023, the Company entered into
an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange
for a two million four hundred thousand dollars ($2,400,000) interest-free due
August 17, 2024.  The note payable is due
within twelve (12) months of the date of the agreement.  If the Company has not raised a minimum of
ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum
of ten million dollars ($10,000,000) in investment, the seller will extend the
payments for a further period of twelve (12) months for a 10% payment of the
outstanding balance.



 
10
 






 




 

The Company received all rights and title to proprietary wound healing
technologies platforms and formulas involving the application of wound
care protocols to treat all wounds, such
as diabetic ulcers, pressure ulcers, burns and surgical wounds.  These unique products strategically position
the Company to enter and capture a high proportionate market share in the U.S.
 
Management has decided to focus on this new business development.  Effective November 29, 2021, the Company changed its name to
Regenerex Pharma, Inc., to better convey the Company’s new business focus.
 
As of March 31, 2024, the Company is not profitable.  The Company must be regarded as a start-up
venture with all the unforeseen costs, expenses, problems, risks, and
difficulties to which such ventures are subject.
 
The Company can give no assurance of success or profitability to the
Company’s investors.
 
There is no assurance that
the Company will ever operate profitably. 
There is no assurance that the Company will generate substantial
revenues or profits, or that the market price of the Company’s common stock
will increase thereby.
 
The Company will need additional financing for which
it has no commitments, and this may jeopardize the execution of the Company’s
business plan.
 
The Company has limited funds,
and such funds may not be adequate to carry out its business plan.  The Company’s ultimate success depends upon
its ability to raise additional capital. 
The Company has not investigated the availability, source, or terms that
might govern the acquisition of additional capital and will not do so until it
determines a need for additional financing. 
If the Company needs additional capital, it has no assurance that funds
will be available from any source or, if available, that they can be obtained
on terms acceptable to the Company.  If
not available, the Company’s operations will be limited to those that can be
financed with its modest capital.
 
The Company will incur expenses in connection with
its Securities and Exchange Commission (SEC) filing requirements and may not be
able to meet such costs, which could jeopardize its filing status with the SEC.
 
As a public
reporting company, the Company is required to meet the filing requirements of
the SEC.  The Company may see an increase
in its legal, accounting, auditing and fees and expenses as a result of such
requirements.  Our costs will increase
significantly as the Company expands operations.  Our filings are subject to comment from the
SEC on its filings and/or it is required to file supplemental filings for
transactions and activities.  If the
Company is not compliant in meeting the filing requirements of the SEC, it
could lose its status as a 1934 Act Company, which could compromise its ability
to raise funds.
 
The Company is not diversified, and it is dependent on only one
business.
 
Because of the Company’s
limited financial resources, it is unlikely that it will be able to diversify
its operations.  The Company’s probable
inability to diversify its activities into more than one area will subject it
to economic fluctuations within the industry and therefore increase the risks
associated with the Company’s operations due to lack of diversification.
 
The Company may in the future issue more shares, which could cause a
loss of control by its present management and current stockholders.
 
The Company may issue
additional shares as consideration for cash, assets, or services out of its
authorized, but unissued, common stock that would, upon issuance, represent a
majority of the voting power and equity of the Company.  The result of such an issuance would be that
those new stockholders would control the Company, and unknown persons could
replace the Company’s management.  Such
an occurrence would result in a greatly reduced percentage of ownership of the
Company by its current shareholders, which could present significant risks to
investors.



 
11
 






 




 

The Company will depend upon its management, but it will have limited
participation of management.
 
The Company currently has
three individuals who are serving as its officers and directors.  The Company will be heavily dependent upon
their skills, talents, and abilities, as well as several consultants, to
implement the Company’s business plan. 
The Company may, from time to time, find that the inability of its
officers, directors, and consultants to devote their full-time attention to the
Company’s business results in a delay in progress toward implementing its
business plan.
 
The Company does not know of
any reason, other than outside business interests, that would prevent them from
devoting their attention full-time to the Company when the business may demand
such full-time participation.
 
The departure of key personnel could compromise the
Company’s ability to execute its strategic plan and may result in additional
severance costs.
 
The Company’s
success largely depends on the skills, experience, and efforts of its key
personnel.  The loss of these persons, or
the Company’s failure to retain other key personnel, would jeopardize its
ability to execute its strategic plan and materially harm its business.
 
The Company will need to recruit and retain additional qualified personnel
to successfully grow its business.
 
The Company’s future success
will depend in part on its ability to attract and retain qualified operations,
marketing, sales, and engineering personnel. 
Inability to attract and retain such personnel could adversely affect
business growth.  The Company expects to
face competition in the recruitment of qualified personnel and cannot provide
any assurance that it will attract or retain such personnel.
 
The regulation of penny stocks by the SEC and FINRA
may discourage the tradability of the Company’s securities.
 
The Company is
a “penny stock” company.  None of its
securities currently trade in any market and, if ever available for trading,
will be subject to a Securities and Exchange Commission rule that imposes special
sales practice requirements upon broker-dealers who sell such securities to
persons other than established customers or accredited investors.  For purposes of the rule, the phrase
“accredited investors” means, in general terms, institutions with assets in
excess of $5,000,000, or individuals having a net worth in excess of $1,000,000
(excluding a primary residence) or having an annual income that exceeds
$200,000 (or that, when combined with a spouse’s income, exceeds $300,000).  For transactions covered by the rule, the
broker-dealer must make a special suitability determination for the purchaser
and receive the purchaser’s written agreement to the transaction prior to the
sale.  Effectively, this discourages broker-dealers
from executing trades in penny stocks. 
Consequently, the rule will affect the ability of shareholders to sell
their securities in any market that might develop because it imposes additional
regulatory burdens on penny stock transactions.
 
In addition, the Securities
and Exchange Commission has adopted a number of rules to regulate “penny
stocks."  Such rules include Rules
3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the
Securities and Exchange Act of 1934, as amended.  Because the Company’s securities constitute
“penny stocks” within the meaning of the rules, the rules would apply to the
Company and its securities.  The rules
will further affect the ability of owners of shares to sell the Company’s
securities in any market that might develop for them because it imposes
additional regulatory burdens on penny stock transactions.
 
Shareholders should be aware
that, according to the Securities and Exchange Commission, the market for penny
stocks has suffered in recent years from patterns of fraud and abuse.  Such patterns include (i) control of the
market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (ii) manipulation of prices through prearranged
matching of purchases and sales and false and misleading press releases; (iii)
“boiler room” practices involving high-pressure sales tactics and unrealistic
price projections by inexperienced sales persons; (iv) excessive and
undisclosed bid-ask differentials and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and
broker-dealers after prices have been manipulated to a desired consequent
investor losses.  The Company’s
management is aware of the abuses that have occurred historically in the penny
stock market.  Although the Company does
not expect to be in a position to dictate the behavior of the market or of
broker-dealers who participate in the market, management will strive within the
confines of practical limitations to prevent the described patterns from being
established with respect to the Company’s securities.



 
12
 






 




 

The Company’s officers and directors collectively own a substantial
portion of its outstanding common stock, and as long as they do, they may be
able to control the outcome of stockholder voting.
 
The Company’s officers and
directors are collectively the beneficial owners of approximately 71.926% of
the outstanding shares of the Company’s common stock. As long as the Company’s
officers and directors collectively own a significant percentage of its common
stock, other shareholders may generally be unable to affect or change the
management or the direction of the Company without the support of its officers
and directors. As a result, some investors may be unwilling to purchase the
Company’s common stock. If the demand for the Company’s common stock is reduced
because its officers and directors have significant influence over the Company,
the price of the Company’s common stock could be materially depressed. The officers and directors will be
able to exert significant influence over the outcome of all corporate actions
requiring stockholder approval, including the election of directors, amendments
to the certificate of incorporation and approval of significant corporate
transactions.
 
The Company may seek to raise additional funds or develop strategic
relationships by issuing capital stock.
 
The Company expects to
finance its operations and developing strategic relationships, by issuing
equity or convertible debt securities, which could significantly reduce or
dilute the percentage ownership of existing stockholders.  Furthermore, any newly issued securities
could have rights, preferences, and privileges senior to those of existing
stock.  Moreover, any issuances of equity
securities may be at or below the prevailing market price of the Company’s
stock and in any event may have a dilutive impact on investors’ ownership
interest, which could cause the market price of stock to decline.
 
The Company may also raise
additional funds through the incurrence of debt, and the holders of any debt
the Company may issue would have rights superior to investors’ rights in the
event the Company is not successful and is forced to seek the protection of the
bankruptcy laws.
 
The Company will pay no foreseeable dividends in the
future.
 
The Company has
not paid dividends on its common stock and does not anticipate paying such
dividends in the foreseeable future.
 
ITEM 1B.  UNRESOLVED STAFF COMMENTS.
 
None.
 
ITEM 1C.  CYBERSECURITY.
 
The Company’s cyber risk
management strategy has consisted of a focus on minimizing our attach surface
and leveraging industry standard cyber threat prevention, detection, and
remediation tools.  The Company assesses
cyber security risk as follows:
 



 
•
We have executed on this strategy with a cloud-first approach, awareness training, and deliberate use of well-established vendors for software and hardware solutions.






 
•
The Company’s IT manager is engaging an independent service with its expertise specifically in cybersecurity and risk mitigation to review our IT as a risk service consultant.



 
To date, no cybersecurity
threats have materially affected our business strategy, operations, or
financial condition.
 
ITEM 2.  PROPERTIES.
 
The Company does not own its own facilities and is
presently renting an identity office in Las Vegas, Nevada and a plant facility
in Memphis Tennessee.



 
13
 






 




 
ITEM 3.  LEGAL PROCEEDINGS.
 
None.
 
ITEM 4.  MINING SAFETY
DISCLOSURES
 
Not applicable.
 



 
14
 






 




PART II
 
ITEM 5. 
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES. 
 
Market Information
 
There is no
established public trading market for Regenerex Pharma, Inc.’s common stock,
par value $0.001 per share. There were no trades of Regenerex Pharma, Inc.’s
common stock during the years ended March 31, 2024 and 2023.
 
Holders of Record
 
As of March 31, 2024, the
Company had 275 holders of record of its common stock.
 
Dividend Policy
 
The Company has never
declared or paid dividends on its common stock. 
The Company intends to retain earnings, if any, to support the
development of its business and therefore does not anticipate paying cash
dividends for the foreseeable future. 
Payment of future dividends, if any, will be at the discretion of the
Board of Directors after considering various factors, including current
financial condition, operating results, and current and anticipated cash needs.
 
Issuer Purchases of Equity Securities
 
The Company did not
repurchase any shares of its common stock during the years ended March 31, 2024
and 2023.
 
Securities Authorized for Issuance Under Equity Compensation Plans
 
The Company has authorized
securities for issuance under equity compensation on a quarterly basis as
disclosed in Note 9.
 
ITEM 6.  SELECTED FINANCIAL DATA.
 
This Item is
not required for smaller reporting companies, and the Company has elected to
omit this information.
 
ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
 
Plan of Operation
 
The Company’s business is to develop and
market Woundcare Healing products.
 
New Developments
 
On November 15, 2021,
the Company entered into an Asset Purchase Agreement in which the Company
purchased certain intellectual property in exchange for 150,000,000 shares of
the Company’s common stock and up to $10,000,000 in contingent consideration to
be paid at the rate of 15% of all gross revenues received from sales or
investment money into the Company, payable on the 15th of the
following month, for a period of 60 months. On August 17, 2023, the Company entered into
an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange
for a two million four hundred thousand dollars ($2,400,000) interest-free due
August 17, 2024.  The note payable is due
within twelve (12) months of the date of the agreement.  If the Company has not raised a minimum of
ten million dollars ($10,000,000) in sales within twelve (12) months, or a minimum
of ten million dollars ($10,000,000) in investment, the seller will extend the
payments for a further period of twelve (12) months for a 10% payment of the
outstanding balance.



 
15
 






 




 

The Company received
all rights and title to proprietary wound healing technologies platforms and
formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure
ulcers, burns and surgical wounds.  These
unique products strategically position the Company to enter and capture a high
proportionate market share in the U.S.
 
Chronic wounds impose significant costs to the US economy.  Chronic wounds are a growing issue in the
United States, causing immense patient pain and suffering as well as
substantial economic and social cost. 
Although precise information on the prevalence of chronic wounds in the
US is unavailable, it is estimated that, as of 2021, there were more than 8.3
million Americans suffering from chronic wounds.  Chronic wounds are generally defined as
wounds that have not healed after ninety days of consistent clinical treatment,
and include diabetic foot ulcers, pressure ulcers (bedsores), and venous stasis
ulcers, however this does not include acute wounds.
 
The most common chronic wounds are diabetic foot ulcers and
pressure ulcers.  The increasing number
of Americans with diabetes and obesity we well as the aging population will
likely cause the number of individuals with chronic wounds to continue to
rise.  In addition to the immeasurable
human benefits of improving treatment outcomes, there would be substantial
economic effect.  The costs of medical
treatment could be expected to decrease, and, as patients are able to return to
work sooner, productivity would increase.
 
The Company has three technologies for different types of wound
conditions:
 



 
•
The first is for closing chronic wounds,






 
•
the second is for accelerating closure of acute or surgical wounds, and






 
•
the third solves the issue on contamination of all types of wounds including the destruction of biofilms.



 
The
current product technology provides the Company with a number of
complete wound care protocols to treat
all wounds, such as diabetic ulcers, pressure ulcers, burns and surgical
wounds.  These unique products strategically position
the Company to enter and capture a high proportionate market share in the U.S.
and global markets.
 
Currently, there are no products available on
the market that are successful in healing chronic, non-healing wounds through
the down regulation of proteases. 
Management believes that this will provide the Company with a distinct
advantage over other companies providing services in this sector.
 
The wound care healing space is well suited
for Home Care service providers that are funded by the US Government.  The majority of manufacturing and distribution will be
outsourced.  However, strategic planning
and development will be performed internally by the Company.
 
Due to the staggering
costs associated with chronic wounds in the US, the Affordable Healthcare Act
(AHA) is changing how the entire wound care system is reimbursed in the US. Now
all four markets segments: hospital, nursing homes, home health, and general
wound care clinics are all on paid on a “pay for performance basis.”  These cost pressures in the healthcare system
are a major issue in the wound care market, with the US government and payors
seeking new approaches that address cost constraints and product
performance.  Home health is now paid on a “diagnostic code” for the
wound in single payments removing the risk from the Payee to the Payer.  The Company’s first markets will be those
segments that are totally “at risk” for single payments to close the
wounds.  Today, the fastest growing
segment in the US wound market is Home Health and Nursing Homes due to the
aging population.
 
Currently management is engaged in developing
managed care agreements with southeastern states to manage their Medicaid wound
care patients.  Regenerex would provide our wound care products and
protocols which would result in a large savings for the state Medicaid
population.  The Company is also in the
process of negotiating with several distributors in various Middle
Eastern countries to provide the Company's products.



 
16
 






 




 

Results of Operations for the Years Ended March 31, 2024 and 2023
 
At present, the
Company has no revenue. Net loss increased to $3,543,827 for the year ended
March 31, 2024 from $137,330 for the year ended March 31, 2023 primarily due to an
increase in payroll expenses, and research and development,
 
Liquidity and Capital Resources
 
The Company’s
primary sources of liquidity and capital resources have been notes payable of $123,844
and proceeds from the sale of common stock and warrants of $393,250 during the
year ended March 31, 2024, and note payables of $78,357 during the year ended
March 31, 2023.  The Company requires
significant cash to launch its business and reduce its liabilities.  These factors raise substantial doubt about
the Company’s ability to continue as a going concern.  We are actively seeking to raise additional
debt and/or equity capital to add new products and/or services to commence
material operations.  If the Company is
unable to raise additional capital in the near future or meet financing
requirements, the Company may need to curtail or alter its plan of
operation.  Our independent registered
public accounting firm included an explanatory paragraph in their report
regarding substantial doubt about the Company’s ability to continue as a going
concern.
 
Cash Flow
 
The following table
summarizes, for the periods indicated, selected items in our Statements of Cash
Flows:



 
Year Ended
 


 
March 31,
 


 
2024
 
 
2023
 


Net   cash (used in) provided by:
 
 
 
 
 
 
 


Operating   activities
$
(457,548
)
 
$
(76,164
)


Investing   activities
$
(6,299
)
 
$
(1,398
)


Financing   activities
$
463,084
 
 
$
76,057
 



 
Operating Activities
 
Cash used in operating
activities was $457,548 and $76,164 for the years ended March 31, 2024 and 2023,
respectively. The increase in cash used in operating activities was primarily
due to an increase in net loss, offset by a lesser decrease in foreign currency
adjustments.
 
Investing Activities
 
Cash used in investing
activities was $6,299 and $1,398 for the years ended March 31, 2024 and 2023.  The increase in cash used was a result of purchases
of furniture.
 
Financing Activities
 
Cash provided by financing
activities was $463,084 and $76,057 for the years ended March 31, 2024 and 2023,
respectively. The increase in cash provided by financing activities was
primarily due to an increase in proceeds from sale of common stock and cash
received from notes payable.
 
Off-Balance Sheet Arrangements
 
None.
 
Critical Accounting Policies and
Estimates
 
The preparation of
the Company’s financial statements in conformity with generally accepted
accounting principles in the United States requires management to make
assumptions and estimates that affect the reported amounts of assets,
liabilities, revenues and expenses as well as the disclosure of contingent
assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period.   The Company’s accounting policies are
disclosed in Note 3 to the accompanying financial statements.
 
Estimates are used
in the valuation of warrants and shares issued for stock-based compensation as disclosed
in Notes 3 and 9.  Determining the grant
date fair value of the shares of common stock as well as warrants using the
Black-Scholes option-pricing model requires managements to make assumptions and
judgements.  These estimates involve
inherent uncertainties and, if different assumptions had been used, stock-based
compensation expense could have been materially different from the amounts
recorded.



 
17
 






 




 

ITEM 7A. 
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
 
The Company’s
market risk arises primarily from exposure to fluctuations in interest rates
and exchange rates.  The Company presently
only transacts business in Canadian and U.S. Dollars.  Management believes that the exchange rate
risk surrounding future transactions of the Company will not materially or
adversely affect the Company’s future earnings. 
Management does not believe that the Company is subject to any seasonal
trends.  The Company does not use
derivative financial instruments to manage risks or for speculative or trading
purposes.



 
18
 






 




 

ITEM 8.  FINANCIAL STATEMENTS AND
SUPPLEMENTARY DATA.
 
 
REGENEREX PHARMA, INC.
TABLE OF CONTENTS
 



 
PAGE


Report   of Independent Registered Public Accounting Firm (PCAOB ID 3501)
20


 
 


Financial Statements:
 


Balance Sheets at March 31, 2024 and 2023
21


Statements of Operations for the years ended March   31, 2024 and 2023
22


Statements of Cash Flows for the years ended March   31, 2024 and 2023
23


Statements of Stockholders’ Deficit for the years   ended March 31, 2024 and 2023
24


Notes to Financial Statements
25



 



 
19
 






 




 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
 
 
To the shareholders and the board of directors of Regenerex Pharma, Inc.


Opinion on the Financial
Statements
We
have audited the accompanying balance sheets of Regenerex Pharma, Inc.
(the “Company”) as of March 31, 2024 and 2023, and the related statements of
operations, stockholders’ deficit, and cash flows for the years then ended, and
the related notes (collectively referred to as the “financial statements”). In our opinion, the financial
statements present fairly, in all material respects, the financial position of
the Company as of March 31, 2024 and 2023, and the results of its operations
and its cash flows for the years then ended, in conformity with accounting
principles generally accepted in the United States.
 
Going
Concern
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 2 to the financial
statements, the Company has incurred continuing losses from operations,
negative cash flows from operations, and has negative working capital, which
raises substantial doubt about its ability to continue as a going concern.
Management’s plans regarding these matters are also described in Note 2. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
 
Basis for Opinion
These
financial statements are the responsibility of the Company’s management. Our
responsibility is to express an opinion on the Company’s financial statements
based on our audits.  We are a public
accounting firm registered with the Public Company Accounting Oversight Board
(United States) (“PCAOB”) and are required to be independent with respect to
the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and
the PCAOB.
 
We
conducted our audits in accordance with the standards of the PCAOB. Those
standards require that we plan and perform the audits to obtain reasonable
assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not for the
purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
 
Our
audits included performing procedures to assess the risks of material
misstatement of the financial statements, whether due to error or fraud, and
performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in
the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe
that our audits provide a reasonable basis for our opinion.
 
/s/ dbbmckennon
 
We have served as the
Company’s auditor since 2017.
Newport Beach, California
June 24, 2024



 
20
 






 




 
 
REGENEREX PHARMA, INC.
BALANCE SHEETS
 



 
March 31, 2024
 
 
March 31, 2023
 


ASSETS
 
 
 
 
 
 
 


Current   Assets
 
 
 
 
 
 
 


Cash and equivalents
$
372
 
 
$
1,135
 


Prepaid expenses
 
2,540
 
 
 
—
 


Total Current Assets
 
2,912
 
 
 
1,135
 


 
 
 
 
 
 
 
 


Website, net of accumulated amortization of $29,272   and $26,397, respectively
 
1,328
 
 
 
4,203
 


Furniture and computer   equipment, net of accumulated depreciation of $1,600 and $197, respectively
 
6,097
 
 
 
1,201
 


Right of use asset
 
756,343
 
 
 
—
 


Total Assets
$
766,680
 
 
$
6,539
 


 
 
 
 
 
 
 
 


LIABILITIES AND STOCKHOLDERS’   DEFICIT
 
 
 
 
 
 
 


 
 
 
 
 
 
 
 


Current Liabilities
 
 
 
 
 
 
 


Accounts payable
$
116,760
 
 
$
75,145
 


Related party advances
 
3,690
 
 
 
131,887
 


Accrued compensation
 
511,847
 
 
 
221,192
 


Other accrued liabilities
 
97,251
 
 
 
125,787
 


Current portion of notes payable to shareholder
 
475,050
 
 
 
222,771
 


Current portion of notes payable to related   parties
 
110,500
 
 
 
—
 


Current portion of notes payable
 
2,400,000
 
 
 
—
 


Current portion of leases liabilities
 
128,264
 
 
 
—
 


Total   Current Liabilities
 
3,843,362
 
 
 
776,782
 


 
 
 
 
 
 
 
 


Notes   payable to shareholder, net of current portion
 
119,114
 
 
 
314,704
 


Notes   payable to related parties, net of current portion
 
—
 
 
 
38,000
 


Notes   payable, net of current portion
 
184,232
 
 
 
—
 


Lease   liabilities, net of current portion
 
681,798
 
 
 
—
 


Total   Liabilities
 
4,828,506
 
 
 
1,129,486
 


 
 
 
 
 
 
 
 


Commitments and   Contingencies (Note 11)
 
 -
 
 
 
 -
 


 
 
 
 
 
 
 
 


Stockholders’ Deficit
 
 
 
 
 
 
 


Common stock: $0.001 par value; 675,000,000 shares   authorized; 278,225,910 and 277,112,660 issued and outstanding as of March   31, 2024 and 2023, respectively
 
278,226
 
 
 
277,113
 


Additional paid-in capital
 
1,275,798
 
 
 
671,963
 


Accumulated deficit
 
(5,615,850
)
 
 
(2,072,023
)


Total Stockholders’ Deficit
 
(4,061,826
)
 
 
(1,122,947
)


Total   Liabilities and Stockholders’ Deficit
$
766,680
 
 
$
6,539
 



 
The accompanying notes are
an integral part of these financial statements.



 
21
 






 




 

REGENEREX PHARMA, INC.
STATEMENTS OF OPERATIONS
 



 
 
 
 
 
 
 
 


 
 
For the Years Ended
 


 
 
March 31,
 


 
 
2024
 
 
 
2023
 


Operating Expenses:
 
 
 
 
 
 
 


General and administrative
$
1,065,825
 
 
$
96,171
 


Research and development
 
2,400,000
 
 
 
—
 


Total Operating Expenses
 
3,465,825
 
 
 
96,171
 


 
 
 
 
 
 
 
 


Operating Loss
 
(3,465,825
)
 
 
(96,171
)


 
 
 
 
 
 
 
 


Other Income (Expense):
 
 
 
 
 
 
 


Interest expense
 
(80,638
)
 
 
(66,788
)


Foreign currency gain
 
2,636
 
 
 
25,629
 


Total Other Income (Expense)
 
(78,002
)
 
 
(41,159
)


 
 
 
 
 
 
 
 


Net Loss
$
(3,543,827
)
 
$
(137,330
)


 
 
 
 
 
 
 
 


Basic and Diluted Loss per   Common Share
$
(0.01
)
 
$
0.00
 


Weighted Average Number of   Common Shares Outstanding
 
277,653,029
 
 
 
277,112,660
 



 
The accompanying notes are
an integral part of these financial statements.



 
22
 






 




 

REGENEREX PHARMA, INC.
STATEMENTS OF CASH FLOWS 
 
 



 
 
 
 
 
 
 
 


 
For the Years Ended
 


 
March 31,
 


 
2024
 
 
2023
 


Cash Flows from Operating   Activities:
 
 
 
 
 
 
 


Net   loss
$
(3,543,827
)
 
$
(137,330
)


Adjustments to reconcile net loss to cash   flows used in operating activities:
 
 
 
 
 
 
 


Depreciation and amortization
 
4,278
 
 
 
3,420
 


Foreign currency adjustments
 
(2,636
)
 
 
(25,629
)


Stock-based compensation
 
211,698
 
 
 
—
 


Research and development
 
2,400,000
 
 
 
—
 


Amortization of ROU assets, net of liabilities
 
53,719
 
 
 
—
 


Changes   in operating assets and liabilities:
 
 
 
 
 
 
 


Prepaid expenses
 
(2,540
)
 
 
5,256
 


Accounts payable
 
159,641
 
 
 
43,999
 


Accrued compensation
 
290,655
 
 
 
—
 


Other accrued liabilities
 
(28,536
)
 
 
34,120
 


Net   cash used in operating activities
 
(457,548
)
 
 
(76,164
)


 
 
 
 
 
 
 
 


Cash Flows from Investing   Activities:
 
 
 
 
 
 
 


Purchase of furniture and   computer equipment
 
(6,299
)
 
 
(1,398
)


Net   cash used in investing activities
 
(6,299
)
 
 
(1,398
)


 
 
 
 
 
 
 
 


Cash Flows from Financing   Activities:
 
 
 
 
 
 
 


Related party advances, net
 
3,490
 
 
 
200
 


Proceeds from notes payable to shareholder
 
3,844
 
 
 
37,857
 


Proceeds from notes payable to related parties
 
120,000
 
 
 
40,500
 


Payments of notes payable to shareholders
 
(10,000
)
 
 
—
 


Payments of notes payable to related parties
 
(47,500
)
 
 
(2,500
)


Proceeds from sale of common stock and warrants
 
393,250
 
 
 
—
 


Net   cash provided by financing activities
 
463,084
 
 
 
76,057
 


 
 
 
 
 
 
 
 


Decrease   in cash and equivalents
 
(763
)
 
 
(1,505
)


Cash   and cash equivalents, beginning of year
 
1,135
 
 
 
2,640
 


Cash   and cash equivalents, end of year
$
372
 
 
$
1,135
 


 
 
 
 
 
 
 
 


Supplemental   Cash Flow Information – Cash Paid For:
 
 
 
 
 
 
 


Income taxes
$
—
 
 
$
—
 


Interest
$
—
 
 
$
—
 


Non-Cash Investing and   Financing Activities:
 
 
 
 
 
 
 


Accrued interest converted into notes payable to   shareholder
$
66,469
 
 
$
30,294
 


Accrued interest converted into note payable
$
52,545
 
 
$
—
 


Operating lease, ROU asset and liabilities
$
953,355
 
 
$
—
 


Note payable issued for research and development
$
2,400,000
 
 
$
—
 



 
The accompanying notes are
an integral part of these financial statements.



 
23
 






 




 

REGENEREX PHARMA, INC.
STATEMENTS OF STOCKHOLDERS’
DEFICIT
 



 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
Common Stock
 
 
 
 
 
 
 
 
 
 
 
 
 


 
 
Shares
 
 
 
Amount
 
 
 
Additional Paid-in Capital
 
 
 
Accumulated Deficit
 
 
 
Stockholders’Deficit
 


Balance at March 31, 2022
 
277,112,660
 
 
$
277,113
 
 
$
671,963
 
 
$
(1,934,693
)
 
$
(985,617
)


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Net   loss
 
—
 
 
 
—
 
 
 
—
 
 
 
(137,330
)
 
 
(137,330
)


Balance at March 31, 2023
 
277,112,660
 
 
 
277,113
 
 
 
671,963
 
 
 
(2,072,023
)
 
 
(1,122,947
)


Balance at March 31, 2023
 
277,112,660
 
 
 
277,113
 
 
 
671,963
 
 
 
(2,072,023
)
 
 
(1,122,947
)


 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


Shares   and warrants sold for cash
 
393,250
 
 
 
393
 
 
 
392,857
 
 
 
—
 
 
 
393,250
 


Stock-based   compensation
 
720,000
 
 
 
720
 
 
 
210,978
 
 
 
—
 
 
 
211,698
 


Net   loss
 
—
 
 
 
—
 
 
 
—
 
 
 
(3,543,827
)
 
 
(3,543,827
)


Balance   at March   31, 2024
 
278,225,910
 
 
$
278,226
 
 
$
1,275,798
 
 
$
(5,615,850
)
 
$
(4,061,826
)



 
 
The accompanying notes are
an integral part of these financial statements.
 



 
24
 






 




 
 
REGENEREX PHARMA, INC.
NOTES TO FINANCIAL
STATEMENTS 
 
NOTE 1 – NATURE OF OPERATIONS
 
Regenerex Pharma, Inc.,
formerly Peptide Technologies, Inc. (the “Company” or “Regenerex”), was
incorporated in the State of Nevada, United States of America, on November 18, 2005.
 
On November 15, 2021,
the Company entered into an Asset Purchase Agreement in which the Company
purchased certain intellectual property in exchange for 150,000,000 shares of
the Company’s common stock and up to $10,000,000 in contingent consideration to
be paid at the rate of 15% of all gross revenues received from sales or
investment money into the Company, payable on the 15th of the
following month, for a period of 60 months. On August 17, 2023, the Company entered into
an Agreement to Purchase Technology Platforms in which the Company purchased certain intellectual property in exchange
for an interest-free two million four hundred thousand dollars ($2,400,000) note
payable that is due August 17, 2024.  The
note payable is due within twelve (12) months of the date of the
agreement.  If the Company has not raised
a minimum of ten million dollars ($10,000,000) in sales within twelve (12)
months, or a minimum of ten million dollars ($10,000,000) in investment, the
seller will extend the payments for a further period of twelve (12) months for
a 10% payment of the outstanding balance.
 
The Company received
all rights and title to proprietary wound healing technologies platforms and
formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure
ulcers, burns and surgical wounds.  These
unique products strategically position the Company to enter and capture a high
proportionate market share in the U.S.
 
Risks and
Uncertainties
 
Our
business and our forward-looking statements involve substantial known and
unknown risks and uncertainties, including the risks and uncertainties inherent
in our statements regarding the impacts of COVID-19, or other future pandemics
on our business, results of operations, financial position and cash flows.
 
The Company has
a lack of revenue history and has had a limited history of operations.  No
revenue has historically been derived from the assets purchased.  Regenerex can give no assurance of success or
profitability to the Company’s investors.
 
NOTE 2 – GOING CONCERN
 
These financial statements
have been prepared in conformity with accounting principles generally accepted
in the United States of America (“U.S. GAAP”), which contemplate the continuation
of the Company as a going concern. The Company has incurred losses from
operations and continuing negative cash flows from operations through March 31,
2024.  The Company has current
liabilities in excess of current assets of $3,840,450. These factors raise
substantial doubt about the Company’s ability to continue as a going concern.
 
Management’s plans are to
actively seek capital to enable the Company to add new products and/or services
to ultimately achieve profitability. However, management cannot provide
assurance that they can raise sufficient capital and whether the Company will
ultimately achieve profitability, become cash flow positive, or raise
additional debt and/or equity capital. If the Company is unable to raise
additional capital in the near future or meet financing requirements,
management expects that the Company will need to curtail operations, seek
additional capital on less favorable terms, and/or pursue other remedial
measures.
 
These financial statements
do not include any adjustments related to the recoverability and classification
of assets or the amounts and classification of liabilities that might be
necessary should the Company become unable to continue as a going concern.
 



 
25
 






 




 
NOTE 3 – SIGNIFICANT ACCOUNTING POLICIES
 
Emerging Growth Company
 
The Company is an “emerging growth company,” as defined in Section 2(a)
of the Securities Act, as modified by the Jumpstart Our Business Startups Act
of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies
that are not emerging growth companies including, but not limited to, not being
required to comply with the independent registered public accounting firm
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in its periodic reports
and proxy statements, and exemptions from the requirements of holding a
nonbinding advisory vote on executive compensation and stockholder approval of
any golden parachute payments not previously approved.
 
Further, Section 102(b)(1) of the JOBS Act exempts emerging growth
companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had
a Securities Act registration statement declared effective or do not have a
class of securities registered under the Exchange Act) are required to comply
with the new or revised financial accounting standards. The JOBS Act provides
that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but
any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is
issued or revised and it has different application dates for public or private
companies, the Company, as an emerging growth company, can adopt the new or
revised standard at the time private companies adopt the new or revised
standard. This may make comparison of the Company’s financial statement with
another public company which is neither an emerging growth company nor an
emerging growth company which has opted out of using the extended transition
period difficult or impossible because of the potential differences in
accounting standards used.
 
Basis of Presentation and Use of Estimates
 
These financial statements have been prepared in accordance with U.S.
GAAP, which requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Actual
results could ultimately differ from those estimates.
 
Cash and Cash Equivalents
 
Cash and cash equivalents
include highly liquid investments with original maturities of three months or
less.
 
Earnings per Share
 
Earnings per share is
reported in accordance with FASB Accounting Standards Codification (“ASC”)
Topic 260 “Earnings per Share” which requires dual presentation of basic
earnings per share (“EPS”) and diluted EPS on the face of all statements of
earnings, for all entities with complex capital structures.  Diluted EPS reflects the potential dilution
that could occur from common shares issuable through the exercise or conversion
of stock options, restricted stock awards, warrants and convertible
securities.  In certain circumstances,
the conversion of those options, warrants and convertible securities are
excluded from diluted EPS if the effect of such inclusion would be anti-dilutive.  Fully diluted EPS is not provided when the
effect is anti-dilutive.  When the effect
of dilution on loss per share is anti-dilutive, diluted loss per share equals
the loss per share.
 
During the year ended March
31, 2024, the Company excluded the outstanding stock warrants from its
calculation of earnings per share, as the warrants would be anti-dilutive.  As at March 31, 2024 and 2023, the Company
had common shares warrants outstanding of 2,608,250 and 0.
 
Website
 
Expenditures
related to the planning and operation of the Company’s website are expensed as
incurred. Expenditures related to the website application and infrastructure
development are capitalized and amortized over the website’s estimated useful
life of three (3) years. Amortization expense for the years ended March 31, 2024
and 2023 was $2,875 and $3,223, respectively.



 
26
 






 




 

Furniture and Computer Equipment
 
Furniture and
computer equipment are stated at cost, less accumulated depreciation.  Depreciation
is computed using the straight-line method over the estimated useful life of
three (3) to five (5) years. Depreciation expense for the years ended March 31,
2024 and 2023 was $1,403 and $197, respectively.  Significant betterments are capitalized while
purchases under $500 are expensed as incurred.
 
Right of Use Assets and Lease Liabilities
 
The Company has
active operating lease arrangements for office space, production equipment, and
production facilities.  The Company is
required to make fixed minimum rent payments relating to its right to use the
underlying leased asset.  In accordance
with the adoption of ASC 842, the Company recorded right-of-use assets and
related lease liabilities for these leases as of March 31, 2024.
 
The Company’s
lease agreements do not provide an implicit borrowing rate.  Therefore, the Company used a benchmark
approach to derive an incremental borrowing rate of 10% to discount each of its
lease liabilities based on the remining lease term.
 
Impairment of Long-Lived Assets
 
The long-lived assets held
and used by the Company are reviewed for impairment annually or whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable.  In the event that facts
and circumstances indicate that the carrying amount of any long-lived asset may
be impaired, an evaluation of recoverability is performed.  There were no impairment losses during the
years ended March 31, 2024 and 2023.
 
Revenue Recognition
 
The
Company will record revenue under ASC 606, by 1)
identifying the contract with the customer 2) identifying the performance
obligations in the contract 3) determining the transaction price, 4) allocating
the transaction price to the required performance obligations in the contract,
and 5) recognizing revenue when or as the companies satisfies a performance
obligation.
 
We expect to generate revenue from home care service
providers that are funded by the U.S. Government, State Medicaid Programs,
International Health Care Programs, Veteran’s administration, Prison system,
Home Health Care Providers, and other applicable Medicare reimbursement models.  The Company will defer revenue where the
earnings process is not yet complete.  To
date, no revenue has been generated from the asset acquisition.
 
Share-Based Payments
 
The Company recognizes the cost of share-based payment awards on a
straight-line attribution basis over the requisite employee service period and
over the non-employee’s period of providing goods or services, net of estimated
forfeitures.
 
Determining the fair value of share-based awards at the measurement
date requires judgment, including estimating the expected term that stock
options will be outstanding prior to exercise and the associated volatility.
The Company estimates the fair value of options granted using the Black-Scholes
valuation model. The expected life of the options used in this calculation is
the period of time the options are expected to be outstanding. Expected stock
price volatility is based on the historical volatility of comparable public
companies’ common stock for a period approximating the expected life, and the
risk-free interest rate is based on the implied yield available on US Treasury
zero-coupon issues approximating the expected life. Judgment is also required
in estimating the number of share-based awards that will be forfeited prior to
vesting.



 
27
 






 




 

The fair value of restricted stock awards is based on the fair value of
the Company’s common stock on the date of the grant.
 
Research and Development
 
We incur research
and development costs during the process of researching and developing
additional technologies purchased and future manufacturing processes.  Our research and development costs consist
primarily of the purchase of additional intellectual property that we will use
in the development of our planned product. 
We expense these costs as incurred until the resulting product has been
completed, tested, and made ready for commercial use.
 
Income Taxes
 
Certain income and expense items are accounted for
differently for financial reporting and income tax purposes. Deferred income
tax assets and liabilities are determined based on the difference between the
financial statement and tax bases of assets and liabilities, applying enacted
statutory income tax rates in effect for the year in which the differences are
expected to reverse.  A valuation
allowance is established, when necessary, to reduce deferred tax assets to the
amount expected to be realized.
 
Fair Value of Financial Instruments
 
Fair value is defined as the exchange price that would be received for
an asset or paid to transfer a liability (an exit price) in the principal or
most advantageous market for the asset or liability in an orderly transaction
between market participants as of the measurement date. Applicable accounting
guidance provides an established hierarchy for inputs used in measuring fair
value that maximizes the use of observable inputs and minimizes the use of
unobservable inputs by requiring that the most observable inputs be used when available.
Observable inputs are inputs that market participants would use in valuing the
asset or liability and are developed based on market data obtained from sources
independent of the Company. Unobservable inputs are inputs that reflect the
Company’s assumptions about the factors that market participants would use in
valuing the asset or liability. There are three levels of inputs that may be
used to measure fair value:
 



 
•
Level 1 - Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.






 
•
Level 2 - Includes other inputs that are directly or indirectly observable in the marketplace.






 
•
Level 3 - Unobservable inputs which are supported by little or no market activity.



 
The Company’s financial
instruments include accounts payable and accrued compensation. The carrying
value of these instruments approximate their fair value because of their
short-term nature.
 
Foreign Currency Translation and Transactions
 
The financial statements are
presented in U.S. dollars. Foreign-denominated monetary assets and liabilities
are translated to their U.S. dollar equivalents using foreign exchange rates at
the balance sheet date. Revenue and expenses are translated at average rates of
exchange during the period. Related translation adjustments are reported as a
separate component of stockholders’ equity, whereas gains or losses resulting
from foreign currency transactions are included in the results of operations.
 
Recent Accounting Pronouncements
 
The Financial Accounting
Standards Board Issues Accounting Standards Updates (“ASU”) to amend the
authoritative literature in the Accounting Standards Codification (“ASC”).
There have been a number of ASUs to date that amend the original text of the
ASC. The Company believes those updates issued to date either (i) provide
supplemental guidance, (ii) are technical corrections, (iii) are not applicable
to the Company, or (iv) are not expected to have a significant impact on the
Company. The following are recent accounting pronouncements which may impact
the Company:



 
28
 






 




 

In December 2023, the
Financial Accounting Standards Board issued an Accounting Standards Update
(“ASU 2023-09”) amending existing income tax disclosure guidance, primarily
requiring more detailed disclosure for income taxes paid and the effective tax
rate reconciliation. The ASU is effective for annual reporting periods
beginning after December 15, 2024, with early adoption permitted and can be
applied on either a prospective or retroactive basis. The Company is currently
evaluating this ASU to determine its impact on the Company’s income tax
disclosures.
 
In November 2023, the
Financial Accounting Standards Board issued an Accounting Standards Update
(“ASU 2023-07”) amending existing segment disclosure guidance, primarily
requiring quarterly disclosure of significant segment expenses that are
regularly provided to the Chief Operating Decision Maker (“CODM”), requiring
disclosure of the title and position of the CODM and an explanation of how the
CODM uses the reported measures of segment profit or loss in assessing segment
performance and deciding how to allocate resources. The ASU is effective for
annual reporting periods beginning after December 15, 2023, and interim periods
within fiscal years beginning after December 15, 2024, with early adoption
permitted. ASU should be applied on a retroactive basis, to all prior periods
presented in the financial statements. The Company is currently evaluating this
ASU to determine the impact on the Company’s Segment disclosures.
 
In October 2023, the
Financial Accounting Standards Board issued an Accounting Standards Update
(“ASU 2023-06”) amending the disclosure or presentation requirements for a
variety of Topics. Many of the amendments align the requirements in the
Codification with the SEC’s regulations. The ASU is effective on the date on
which the SEC removes the related disclosure from Regulation S-X or Regulation
S-K, with early adoption prohibited. The Company is currently evaluating this
ASU on the Company’s disclosures.
 
In March 2023, the
Financial Accounting Standards Board issued an Accounting Standards Update
(“ASU 2023-01”) amending guidance for lessees that are party to a lease between
entities under common control. The ASU is effective for annual reporting
periods beginning after December 15, 2023, with early adoption permitted. It
must be applied on a prospective basis. The Company is currently evaluating
this ASU to determine its impact on the Company’s lease and related party
disclosures.
 
As new accounting
pronouncements are issued, the Company will adopt those that are applicable
under the circumstances.
 
Management
believes those updates issued-to-date either (i) provide supplemental guidance,
(ii) are technical corrections, (iii) are not applicable to the Company, or
(iv) are not expected to have a significant impact on the Company.
 



 
29
 






 




 
NOTE 4 – ACCRUED LIABILITIES
 
Accrued compensation
consists of the following:
Schedule of Accrued Liabilities



 
March 31,   2024
 
 
March 31,   2023


Salaries and benefits   payable
$
482,000
 
 
$
212,000


Payroll taxes payable
 
29,847
 
 
 
9,192


Total accrued compensation
$
511,847
 
 
$
221,192



 
 
Other accrued liabilities
consist of the following:
Schedule of Other Accrued Liabilities



 
March 31,   2024
 
 
March 31,   2023


Accrued other
$
12,375
 
 
$
4,800


Accrued administration   expenses
 
—
 
 
 
9,744


Accrued asset purchase   agreement liability
 
15,488
 
 
 
—


Accrued interest
 
69,388
 
 
 
111,243


Total accrued liabilities
$
97,251
 
 
$
125,787



 
NOTE 5 – RELATED PARTY TRANSACTIONS
 
The Company purchased assets
from the Company’s current Chief Executive Officer (“CEO”) and
Secretary/Treasurer. (See note 6).
 
On June 10, 2023, the
Company has entered into an agreement with Woundcare Labs, LLC, a party related
to the CFO and CEO of the Company, to lease a plant and to lease equipment in
Tennessee (see note 8).
 
Related Party
Advances
 
The Company’s former Chief Financial Officer (“CFO”)
had advanced the Company monies for operating expenses; no amounts were
advanced during the periods presented.  The advances were due on demand, but no later than June
30, 2023.  The related party advances
began to accrue interest at ten (10) percent per annum on July 1, 2019.  During the year ended March 31, 2024, this
note was transferred to a relative of the former CFO and was renewed upon
maturity in the principal amount of $131,687 plus interest accrued as at June
30, 2023 in the amount of $52,545. 
Principal and accrued interest is due no later than June 30, 2025.  Interest expense was $17,167 and $13,171 during the years ended March 31, 2024 and
2023, respectively, which is included in other accrued liabilities.  This transaction is no longer considered
related party in nature, and thus is included in notes payable in the
accompanying balance sheet.
 
The Company’s Chief Financial Officer and the
Company’s Chief Executive Office advanced $3,490 and $200 to the Company during
the years ended March 31, 2024 and 2023, respectively, to pay for operating
expenses. The related party advances total $3,690 and $131,887 as of March 31,
2024, and March 31, 2023, respectively. 
Related party advances are unsecured, non-interest bearing and due on
demand.
 
Related Party Notes Payable
 
During the years ended March 31, 2024 and 2023, the
Company’s CFO and the Company’s CEO advanced the Company monies for operating
expenses in the amount of $120,000 and $40,500, respectively.  These notes are unsecured and bear interest at ten
(10) percent per annum with principal and interest due six months after the
date of issue and range from May 24 to September 4, 2024.
 
Repayment during the years ended March 31, 2024 and 2023
was $47,500 and $2,500, respectively.



 
30
 






 




 

As of March 31, 2024 and
2023 related party notes payable totaled $110,500 and $38,000, respectively.  Interest
expenses were $4,934 and $1,725 during the years ended March 31, 2024 and 2023,
respectively, which is included in other accrued liabilities.
 
NOTE 6 – INTANGIBLE ASSETS AND INTELLECTUAL PROPERTY
 
On November 15, 2021,
the Company entered into an Asset Purchase Agreement in which the Company
purchased certain intellectual property in exchange for 150,000,000 shares of
the Company’s common stock and up to $10,000,000 in contingent consideration to be paid at the rate of 15% of all gross revenues received from sales or investment money into the Company, payable on the 15th of the following month, for a period of 60 months.
 
On August 17, 2023, the Company entered into an Agreement to Purchase
Technology Platforms in which the Company purchased certain intellectual
property in exchange for a two million four hundred thousand dollars
($2,400,000) note payable.  The
intellectual property that was purchased requires further development prior to
the product being finalized and produced so it has been expensed as research
and development.   The note
payable is due within twelve (12) months of the date of the agreement and is
included in current liabilities.  If the
Company has not raised a minimum of ten million dollars ($10,000,000) in sales
within twelve (12) months of the agreement date, or a minimum of ten million
dollars ($10,000,000) in investment, the seller will extend the payment for a
further period of twelve (12) months for a 10% payment of the outstanding
balance.
 
The Company received
all rights and title to proprietary wound healing technologies platforms and
formulas involving the application of wound care protocols to treat all wounds, such as diabetic ulcers, pressure
ulcers, burns and surgical wounds.  These
unique products strategically position the Company to enter and capture a high
proportionate market share in the U.S.
The Technology Platforms include but are not limited to:
 



 
A.
Proteomic research platforms which include proprietary blends.






 
B.
Combination design Techniques






 
C.
Patent Pending Proprietary Blends






 
D.
Patent Pending Formulas






 
E.
Trademarks and all pending Trademarks






 
F.
510K USA FDA, information and Know-how for application






 
G.
All Clinical trials, (Right to use)






 
H.
CE mark (International)






 
I.
Regenerex Library formula incorporated in the Wound Healing Technology.






 
J.
Wound Healing Technology QBX






 
K.
Synthetic Compositions of Cations derived from botanical material in the ash of Red- Oak Bark.



 
Products:



 
1.
Xcellderma over the counter product.






 
2.
Accelerex, combination product as a drug device.






 
3.
Accelerex in a tube.



 
NOTE 7 – NOTES PAYABLE TO SHAREHOLDER
 
During the year ended March
31, 2019, a shareholder of the Company was issued a promissory note in the
principal amount of $70,000.  The note
was reissued on February 19, 2023 in the principal amount of $100,800, which
included the original principal plus accrued interest.
 
During the year ended March
31, 2020, a shareholder was issued eight (8) additional promissory notes
totaling $214,091.  The notes were
reissued during the year ended March 31, 2024 in the principal amount of
$386,495, which included the original principal plus accrued interest.



 
31
 






 




 

During the year ended March
31, 2021, a shareholder was issued an additional 23 promissory notes totaling
$66,660.  The notes were reissued during
the year ended March 31, 2023 in the principal amount of $77,283 which included
the original principal plus accrued interest.
 
During the year ended March
31, 2022, a shareholder was issued an additional nine (9) promissory notes
totaling $73,251.  The notes were reissued
during the year ended March 31, 2024 in the principal amount of $82,078 which
included the original principal plus accrued interest.
 
During the year ended March
31, 2023, a shareholder was issued an additional four (4) notes totaling
$37,840.
 
During the year ended March
31, 2024, a shareholder was issued an additional one (1) promissory note in the
principal amount of $2,826.
 
These notes are unsecured
and bear interest at ten (10) percent per annum with principal and interest due from six to 24 months after the date of issue.
 
Future annual minimum
principal only payments for shareholders notes are as follow:
Future Minimum Principal Payments On The Notes Payable



March 31
 
2025
 
2026


Principal
$
475,050
 
119,114



 
Aggregate interest expenses
were $58,504 and $51,892 during the years ended March 31, 2024 and 2023, which
is included in other accrued liabilities at March 31, 2024 and 2023,
respectively.

 
NOTE
8 – OPERATING LEASES
 
On
April 1, 2023, the Company entered into an office lease agreement commencing in
May 2023 which expires on April 30, 2028. 
Under this agreement, the monthly rental payments are $1,650 throughout
the term of the lease.  The Company is
required to pay for all utilities used on the premises and has paid a security
deposit of $800 which is included in prepaid expenses.
 
During
the years ended March 31, 2024 and 2023, the lease cost was $18,150 and $0,
respectively and is included in general and administrative expenses in the
accompanying financial statements.
 
On June 10, 2023, the Company entered into a plant facility lease agreement with a related party commencing June 9, 2023 which expires on June 30, 2028.  Under this agreement, the monthly rental payments are $18,000 throughout the term of the lease excepting the month of June 2023 the rent is $7,920.  To commence with production, the plant needs to prepare for FDA inspection which will include inspection of the facility, equipment, and the Company’s procedures.  We expect to launch production during the Company’s second quarter of our fiscal year ending March 31, 2025, and will notify the FDA to come into the plant for the inspection at that time.  The Company is able to start production while the plant waits for the FDA Inspection.  Until the certification is complete, and the Company is in production, the monthly rent is reduced by forty (40%) percent to $10,800. Under this agreement, the Company is also leasing the equipment in the plant facility through five (5) annual rent payments of $10,000, which are due on the 15th day of each June from June 2023 to June 2027.
 
Maturities of lease liabilities for the operating
leases as of March 31, 2023, are as follows:
Schedule
Of Future Minimum Operating Lease Payments 



Period ending March 31
 
Office lease
 
 
Plant Facility Lease
 
 
Equipment lease
 
 
Total
 


 
 
 
 
 
 
 
 
 
 
 
 
 


2025
$
19,800
 
$
172,800
 
$
10,000
 
$
202,600
 


2026
 

19,800
 
 
216,000
 
 
10,000
 
 
245,800
 


2027
 
19,800
 
 
216,000
 
 
10,000
 
 
245,800
 


2028
 
19,800
 
 
216,000
 
 
10,000
 
 
245,800
 


2029
 
1,650
 
 
54,000
 
 
—
 
 
55,650
 


 
 
 
 
 
 
 
 
 
 
 

 


Total lease liability
$
80,850
 
$
874,800
 
$
40,000
 
$
995,650
 


Less imputed interest
$
(14,143
)
$
(165,538
)
$
(5,907
)
$
(185,588
)


Total lease liability
$
66,707
 
$
709,262
 
$
34,093
 
$
810,062
 



 
 



 
32
 






 




  
As of March 31, 2024, the weighted average remaining
lease term was 4.2 years.  Lease
liabilities are amortized using the effective interest method using a discount
rate of 10%.  Depreciation of ROU asset
is calculated as the difference between the expected straight-line rent expense
over the lease term less the accretion on the lease liability.  The Company recognizes a right-of-use asset
and a lease liability for these operating leases in its Balance Sheet.  The office lease and plant facility lease
also includes obligations for the Company to pay for other services, including
utilities and maintenance.  The Company
accounts for these services separately.
 
During the years ended March 31, 2024, and 2023 the
operating lease cost for the plant was $161,462
and $0,



for the equipment $7,377
and $0, and the office $18,150 and $0, respectively and is included in general
and administrative expenses in the accompanying financial statements.
 
NOTE 9 – STOCKHOLDERS’ DEFICIT
 
The Company has authorized
the issuance of 675,000,000 shares of common stock with a par value of $0.001
per share.
 
On August 25, 2022, Irene
Getty resigned as Chief Financial Officer of the Company.  Irene Getty was a significant shareholder
owning more than 10% of the shares outstanding at the time.
 
During the years ended March
31, 2024 and 2023, the Company issued 720,000 and
0 shares, respectively, to board



 members and consultants for services rendered.  Total stock-based compensation expense was $129,600
and $0 during the years ended March 31, 2024 and 2023, respectively, in
connection with these issuances based on the fair value of the stock on the
respective grant dates.
 
During the years ended March 31, 2024 and 2023, the
Company issued 842,000 and 0 warrants to board members and consultants for
services rendered with a total grant date fair value of $85,132 and $0,
respectively.  Total stock-based
compensation expense of $82,098 and $0, respectively, was recorded in
connection with these awards during the years ended March 31, 2024 and 2023.  The remaining stock-based compensation of
approximately $3,035 will be recognized over the next three months.  The warrants contain an exercise price of
$0.33 per share, vesting terms ranging from immediately to June 30, 2024, and
expire on dates ranging from July 1, 2029 to April 1, 2030.
 
The warrant fair values were estimated using a Black
Scholes model with a 5-year expected term, risk-free interest rate ranging from
4.65% to 5.48%, a dividend yield of 0%, and a volatility of 80.0%.  The risk-free interest rate assumptions for
options granted is based upon observed interest rates on the United States
government securities appropriate for the expected term of the equity awards.
 
As of the date of this valuation, the Company’s stock
was not trading.  The volatility was
calculated based on the historical volatility of comparable public
companies.  The Company will continue to
monitor peer companies and other relevant factors used to measure expected
volatility for future equipment award grants, until such time that the
Company’s Common Stock has enough market history to use historical volatility.
 
The dividend yield assumption for equity awards
granted is based on the Company’s history and expectation of dividend
payouts.  The Company has never declared
or paid any cash dividends on its Common Stock, and the Company does not
anticipate paying any cash dividends in the foreseeable future.
 
The closing stock price of the Company’s common stock
is not available as the Company’s stock is not trading. As a result, the Board
of Directors and management determined the fair value of the common stock to be
$0.18 per share based upon an allocation of the recent cash price paid for
common stock and warrants during the year ended March 31, 2024.



 
33
 






 




 

During the year ended March 31, 2024, the Company
issued 343,250 shares of common stock with a par value of $0.001 for the price
of one ($1) dollar per share for a total of $343,250.  Five warrants were issued for each share purchased, for a total of 1,716,250 warrants.  The warrants are exercisable at twenty ($0.20) cents and expire from April 2025 through September 2025.
 
During the year ended March 31, 2024, the Company
issued 50,000 shares of common stock with a par value of $0.001 for the price
of one ($1) dollar per share for a total of $50,000.  One warrant was issued for each share
purchased for a total of 50,000 warrants. 
The warrants are exercisable at one dollar ($1.00) and expire January
19, 2026.
 
As of March 31, 2024, 2,608,250 warrants had been
issued of which 2,578,214 are vested.  None
of the warrants have been exercised.
 
NOTE 10 – INCOME TAXES
 
Income tax expense differs
from the amount that would result from applying the federal income tax rate to
earnings before income taxes. Reconciliations of the U.S. federal statutory
rate to the actual tax rate are as follows for the years ended March 31, 2024
and 2023:
Reconciliation Of The Income Tax Provision



 
2024
 
 
2023
 


Federal   tax benefit at statutory rate
 
21.0
%
 
 
21.0
%


Permanent   differences
 
(1.3)
%
 
 
0.00
%


Temporary differences
 
 
 
 
 
 
 


Accounts payable and accrued liabilities
 
(0.1)
%
 
 
7.1
%


Other
 
(15.5)
%
 
 
(6.8)
%


Change in valuation allowance
 
(4.1)
%
 
 
(21.3)
%


Total   provision
 
0.0
%
 
 
0.0
%



 
The composition of the Company’s deferred tax assets
as of March 31, 2024 and 2023 is as follows:
Deferred Income Tax Assets And Liabilities



 
 
 
 
 
 
 
 


 
Asset (Liability)
 


 
2024
 
 
2023
 


 
 
 
 
 
 
 
 


Other
$
581,500
 
 
$
14,300
 


Net   operating loss carryforwards
 
464,100
 
 
 
345,800
 


Valuation   allowance
 
(1,045,500
)
 
 
(360,100
)


Net   deferred tax asset
$
—
 
 
$
—
 



 
The valuation allowance
increased by $685,400 and $29,200 during the years ended March 31, 2024 and 2023
respectively.
 
The Company had a net
operating loss carryforward balance of approximately $2,200,000 as of March 31,
2024. The Company’s net operating losses have expiration dates ranging from
2024 to 2039. Net operating loss carryforwards generated in 2018 and later have
indefinite carryforward periods. The future utilization of the net operating
losses may potentially be impacted by IRS Section 382 limitations as a result
of the significant change in ownership resulting from the November 15, 2021
Asset Purchase Agreement discussed in Note 6.
 
The Company’s recognized and
unrecognized deferred tax assets related to unused tax losses. A full valuation
allowance has been recorded against the potential deferred tax assets
associated with all the loss carryforwards as their utilization is not
considered “more likely than not” at this time.



 
34
 






 




 

The Company has recently
filed its US federal income tax returns. 
The Company’s Federal tax filings are subject to audit since 2016.  The Company does not have an ongoing IRS examination.
 
NOTE 11 – COMMITMENTS AND CONTINGENCIES
 
The Company is not currently involved with and does
not have knowledge of any pending or threatened litigation against the Company
or any of its officers.  See Note 6 for
discussion of the $10,000,000 in contingent consideration to be paid in
connection with the November 15, 2021 Asset Purchase Agreement. $43,500 and $0
have been paid under this agreement in the years ended March 31, 2024 and 2023,
respectively.
 
NOTE 12 – SUBSEQUENT EVENTS
 
Subsequent to March 31,
2024, four (4) promissory notes with a shareholder were reissued in the
principal amount of $94,672 which included the original principal of $89,235
plus interest of $5,437.
 
Subsequent to March 31,
2024, four (4) promissory notes with a shareholder were reissued in the
principal amount of approximately $37,000 ($49,680 Canadian Funds) which
included the original principal of approximately $34,000 ($45,600 Canadian
Funds) plus interest of approximately $3,000 ($4,080 Canadian Funds). 
 
These notes bear interest at
ten (10) percent per annum with principal and interest due from six months
after the date of issue ranging from October 11, 2024 to December 5, 2024.
 
Subsequent to March 31, 2024,
three (3) promissory notes to related parties were reissued in the principal
amount of $100,366 which included the original principal of $95,500 plus
interest of $4,866.  These notes bear
interest at ten (10) percent per annum with the principal and interest due from
six months after the date of issue ranging from November 27, 2024 to December
11, 2024.
 
 



 
35
 






 




 

 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
ON ACCOUNTING AND FINANCIAL DISCLOSURE.
 
None.
 

ITEM 9A.  CONTROLS AND PROCEDURES
 
This report includes the
certifications of our Chief Executive Officer and our Chief Financial Officer required
by Rule 13a-14 of the Securities Exchange Act of 1934 (the “Exchange Act”). See
Exhibits 31.1 and 31.2. This Item 4 includes information concerning the
controls and control evaluations revered to in those certifications.
 
Evaluation of Disclosure
Controls and Procedures
 
We maintain disclosure
controls and procedures that are designed to ensure that information required
to be disclosed in the reports we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in the Securities and Exchange Commission’s (the “SEC”) rules and forms and
that such information is accumulated and communicated to our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow for timely decisions
regarding required disclosure.
 
Under the
supervision and with the participation of management, including the principal
executive officer and principal financial officer, the Company conducted an
evaluation of the effectiveness of internal control over financial reporting.
This assessment was based on the framework in Internal Control – Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission. Based on this evaluation under the framework in Internal Control –
Integrated Framework, management concluded that the Company did not maintain
effective internal control over financial reporting as of March 31, 2024, as
such term is defined in Exchange Act Rule 13a-15(f).
 
In designing and evaluating
the disclosure controls and procedures, management recognizes that any controls
and procedures, no matter how well designed and operated, can provide only
reasonable assurance of achieving the desired control objectives, and
management is required to apply its judgment in evaluating the cost-benefit
relationship of possible controls and procedures. Our disclosure controls and
procedures were designed to provide reasonable assurance that the controls and
procedures would meet their objectives.
 
As required by SEC Rule
13a-15(b), our Chief Executive Officer and Chief Financial Officer need to
carry out an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report. Based on the foregoing, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were not effective
as of March 31, 2024.
 
Management’s Report on
Internal Control over Financial Reporting
 
Our Chief Executive Officer
and the Chief Financial Officer are responsible for establishing and
maintaining adequate internal control over financial reporting and for the
assessment of the effectiveness of our internal control over financial
reporting. Internal control over financial reporting (as defined in Rules
13a-15(f) and 15d(f) under the Exchange Act) is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external reporting purposes in accordance
with U.S. GAAP. Internal control over financial reporting includes those
policies and procedures that (a) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of assets, (b) provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with GAAP, (c) provide reasonable assurance that receipts and
expenditures are being made only in accordance with appropriate authorization
of management and the Board of Directors, and (d) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or
disposition of assets that could have a material effect on the financial statements.
 
Internal
controls for Regenerex Pharma, Inc. were presented and accepted by the Board as
of January 22, 2020.  Updated internal controls
were presented and accepted by the Board as of February 27, 2024.  In connection with the preparation of this Annual
Report on Form 10-K for the year ended March 31, 2024, our Chief Executive
Officer and Chief Financial Officer have concluded that our internal controls
and procedures over financial reporting were not effective and that material
weaknesses existed in the following area as of March 31, 2024.



 
36
 






 




 

We do not
employ full time in-house personnel with the technical knowledge to identify
and address some of the reporting issues surrounding complex and non-routine
transactions.  Management recognized that
during the preparation of our Financial Statements, the Company recorded
material post close adjustments.  This
situation led to delays in the process and evidenced the need to improve the
existent control environment including the experience and knowledge of the
team.  Management will continue to seek
guidance from third-party experts and consultants to gain a thorough
understanding of these transactions.
 
Our
management will continue to monitor and evaluate the designation,
implementation and effectiveness of our internal controls and procedures and
our internal controls over financial reporting on an ongoing basis and is
committed to taking further action and implement additional enhancements or
improvements, as necessary.
 
Inherent
Limitations on Internal Controls
 
It should be
noted that any system of controls, however well designed and operated, can
provide only reasonable and not absolute assurance that the objectives of the
control system are met. In addition, the design of any control system is based
in part upon certain assumptions about the likelihood of certain events.
Limitations inherent in any control system include the following:
 



 
●
Judgments in decision-making can be faulty, and
  control and process breakdowns can occur because of simple errors or
  mistakes;


 
●
Controls can be circumvented by individuals,
  acting alone or in collusion with others, or by management override;


 
●
The design of any system of controls is based in
  part on certain assumptions about the likelihood of future events, and there
  can be no assurance that any design will succeed in achieving its stated
  goals under all potential future conditions;


 
●
Over time, controls may become inadequate because
  of changes in conditions or deterioration in the degree of compliance with associated
  policies or procedures; and


 
●
The design of a control system must reflect the
  fact that resources are constrained, and the benefits of controls must be
  considered relative to their costs.



 
Because of the inherent
limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, have
been detected.
 
 
ITEM 9B. OTHER INFORMATION
 
None.
 
PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS
 



Name
Age
Office Held


Gregory Pilant
67
Director, Chief
  Executive Officer


Deborah Pilant
71
Director, Secretary
  Treasurer, Chief Financial Officer


Dr. Lee Ori
50
Director, Chief R &
  D Officer



 



 
37
 






 




 
Mr. Gregory P. Pilant, Director, Chairman
of the Board, Chief Executive Officer
 
Greg Pilant is the founder, CEO, and
Chairman of several private companies.  Mr. Pilant is a lifelong
entrepreneur and founder and Chairman of Greystone Pharmaceuticals, Inc. 
Prior to Greystone he was CEO of Medical and Pharma Companies including Stanley
Pharmaceuticals, National Labs, and MedStat.  Mr. Pilant has set-up
manufacturing facilities in United States, China, Europe and the Middle East,
and has had over 30 years of experience in every aspect of Woundcare from FDA
and CE compliance reimbursement, manufacturing and distribution.  Mr.
Pilant was one the of first fifteen voted into University of Memphis “Business
Hall of Fame”.
 
Ms. Deborah Pilant, Director, Chief
Financial Officer, Secretary/Treasurer
 
Deborah Pilant has her Master’s Degree in
Education, and Eds Instructional Leadership.  She is Founder and CEO of a
regional construction company.  Ms. Pilant experience includes ten years
as Vice-President of sales and marketing with a national book manufacturer as
well as twenty years in education and supervision with the Tennessee Board of
Education 
 
Dr. Lee Ori, Director,
Chief R & D Officer
 
Dr. Lee Ori
graduated from Auburn University Harrison School of Pharmacy (AUHSOP) magna cum
laude with his doctorate in pharmacy. He worked for Eli Lilly and Company as a
clinical liaison to physicians. Lee presently holds pharmacist license(s) in
ten states and has held numerous executive positions based on his extensive
compounding background. These include serving as Director or Pharmaceutical
Operations for Optimal Health Labs, LLC, and Chief Medical Officer for Ready
Scrip, LLC.
 
 
ITEM 11.  EXECUTIVE COMPENSATION.
 
Effective July 1, 2023 the
Company began to accrue a base salary to the Chief Executive Officer of
$360,000 per annum.  Accrued compensation
to the Chief Executive Officer is $270,000 and $0 respectively, for the years
ended March 31, 2024 and 2023.
 
Compensation of Directors
 
June 24, 2023, the Board has
agreed that each director be granted 30,000 shares of the Company for prior
service and an additional 10,000 shares each quarter thereafter.  The grant date fair value of each share is
$0.18 as computed in accordance with FASB ACS718.  
 
In addition, effective July
1, 2023, each director is granted 10,000 warrants each quarter.  Each warrant is exercisable at $0.33 per
share and expire July 1, 2029.  The grant
date fair value of each warrant is computed in accordance with FASB ASC718 as
follows:
 



Award Date
Date Fair Value
Options Awarded
Options Outstanding


June 29, 2023
Each option $0.10
30,000
30,000


September 25, 2023
Each option $0.10
30,000
30,000


December 20, 2023
Each option $0.10
30,000
30,000


March 19, 2024
Each option $0.10
30,000
30,000


 
 
 
 


Total March 31, 2024
 
120,000
120,000



 
 
Pension and
Retirement Plans
 
Currently, the Company does
not offer any annuity, pension, or retirement benefits to any of its officers,
directors, or employees in the event of retirement. There are also no
compensatory plans or arrangements with respect to any individual named above which
results or will result from the resignation, retirement, or any other
termination of employment with the company, or from a change in the control of
the Company.



 
38
 






 




 

Employment Agreements
 
The Company does not have
written employment agreements with any of its key employees.
 
Audit Committee
 
Presently, the
Board of Directors is performing the duties that would normally be performed by
an audit committee.  The Board of
Directors intends to form a separate audit committee and is seeking potential independent
directors.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT.
 
The following
table sets forth certain information, as of March 31, 2024, with respect to any
person (including any “group”, as that term is used in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”)) who is known
to the Company to be the beneficial owner of more than five percent of any
class of the Company’s voting securities, and as to those shares of the
Company’s equity securities beneficially owned by each of its directors, the
executive officers of the Company and all of its directors and executive
officers of the Company and all of its directors and executive officers as a
group.  Unless otherwise specified in the
table below, such information, other than information with respect to the
directors and officers of the Company, is based on a review of statements
filed, with the Securities and Exchange commission (the “Commission”) pursuant
to Sections 13 (d), 13 (f), and 13 (g) of the Exchange Act with respect to the
Company’s common stock.  As of March 31,
2024, there were 278,225,910 shares of common stock outstanding.
 
The number of shares of
common stock beneficially owned by each person is determined under the rules of
the Commission, and the information is not necessarily indicative of beneficial
ownership for any other purpose.  Under
such rules, beneficial ownership includes any shares as to which such person
has sole or shared voting power or investment power and also any shares which
the individual has the right to acquire within 60 days after the date hereof,
through the exercise of any stock option, warrant or other right.  Unless otherwise indicated, each person has
sole investment and voting power (or shares such power with his or her spouse)
with respect to the shares set forth in the following table.  The inclusion herein of any shares deemed
beneficially owned does not constitute an admission of beneficial ownership of
those shares.
 
The table also shows the
number of shares beneficially owned as of March 31, 2024, by each of the
individual directors and executive officers and by all directors and executive
officers as a group.
 



Name of Beneficial Owner
Position
Amount and Nature of
  Beneficial Owner
Percent of Common Stock


Gregory Pilant
Director,Chief Executive Officer
200,000,000
71.224%


Deborah Pilant
Director, Chief Financial Officer, Secretary Treasurer


Gregory Pilant
Director
80,000
0.028%


Deborah Pilant
Director
80,000
0.028%


Dr. Lee Ori
Director,Chief R & D Officer
80,000
0.028%


Total Officers and
  Directors
200,240,000
71.309%



 
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.
 



None.



 
39
 






 




 
ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.
 
Audit Fees.  The aggregate fees billed by dbbmckennon for the audit and reviews of
the Company’s financial statements were $58,000 and $36,500 for the fiscal
years ended March 31, 2024 and 2023, respectively.
 
Audit-Related Fees.  The aggregate fees billed by dbbmckennon for assurance and related
services, that are reasonably related to the performance of the audit or review
of the Company’s financial statements for the fiscal years ended March 31, 2024
and 2023 and that are not disclosed in the paragraph captioned “Audit Fees”
above, were $0.
 
Tax Fees.  The aggregate fees billed by dbbmckennon for professional services
rendered for tax compliance, tax advice, and tax planning for the fiscal years
ended March 31, 2024 and 2023 were $0.
 
All Other Fees.  The aggregate fees billed by
dbbmckennon for products and
services, other than the services described in the paragraphs “Audit Fees,”
“Audit-Related Fees,” and “Tax Fees” above for the fiscal years ended March 31,
2024 and 2023 were $0.
 
As of the date of this
Annual Report, the Company did not have a standing audit committee serving, and
as a result our board of directors performs the duties of an audit
committee.  Our board of directors will
evaluate and approve in advance, the scope and cost of the engagement of an
auditor before the auditor renders audit and non-audit services.  We do not rely on pre-approval policies and
procedures.
 



 
40
 






 




 
 
PART IV
 
ITEM 15.  FINANCIAL STATEMENTS AND EXHIBITS.
 
See Item 13 “Financial
Statements and Supplementary Data.” The following is a complete list of
exhibits filed as part of this Form 10. Exhibit numbers correspond to Item 601
of Regulation S-K.
 



Exhibit No.
 
Exhibit
  Description


3.0
 
Articles
  of Incorporation (1)


3.1
 
Amended
  Articles of Incorporation (1)


3.2
 
Amended
  Articles of Incorporation (1)


3.3
 
Corporate
  Bylaws (1)


10.1
 
Advance
  from Shareholder of Regenerex Pharma, Inc. (1)


31.1
 
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act


31.2
 
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act


32.1
 
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act


32.2
 
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act



 
Notes:
 



 
(1)
Filed as an exhibit to our Registration Statement on Form 10 filed with the SEC on July 28, 2017.






 
41
 






 




 
SIGNATURES
 
In accordance with Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, there unto duly authorized.
 



 
 
REGENEREX
  PHARMA, INC. 


Date:
June 24, 2024
By:Name:Title:
/s/
  Gregory Pilant Gregory PilantChief Executive Officer



 
 
In accordance with the Securities Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the Company and in their capacities and on the dates indicated.
 



 
 
REGENEREX
  PHARMA, INC. 


Date:
June 24, 2024
By:Name:Title:
/s/
  Deborah Pilant Deborah PilantChief Financial Officer 


Date:
June 24, 2024
By:Name:Title:
/s/
  Gregory Pilant Gregory PilantDirector, Chief Executive Officer



 
 

